v3.26.1
Stock-based Compensation
3 Months Ended
Mar. 31, 2026
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Stock-based Compensation

Note 18. Stock-based Compensation

 

The Company’s total stock-based compensation expense amounted to $7 and $5 for the three months ended March 31, 2026 and 2025, respectively.

 

On April 24, 2026, stockholders approved The Chemours Company 2026 Equity and Incentive Plan (the “2026 Plan”), which provides for grants to employees, independent contracts, or non-employee directors of the Company of different forms of awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock units (“RSUs”), unrestricted stock awards and dividend equivalent rights, with a maximum of 6,375,275 shares reserved for issuance, less one share for every one share of common stock granted under The Chemours Company 2017 Equity and Incentive Plan, as amended and restated (the "2017 Plan") between March 2, 2026 and the effective date of the 2026 Plan. The 2026 Plan replaced the 2017 Plan. Outstanding awards under the 2017 Plan will remain outstanding under the 2017 Plan in accordance with their terms. Shares underlying awards granted under the 2017 Plan that are forfeited, canceled or otherwise do not result in the issuance of shares, will be available for issuance under the 2026 Plan in accordance with its terms.

 

Stock Options

 

There were no stock options granted during the three months ended March 31, 2026.

 

The Company recorded $1 and $2 in stock-based compensation expense specific to its stock options for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, approximately 4,262,400 stock options remained outstanding.

 

Restricted Stock Units

 

During the three months ended March 31, 2026, Chemours granted approximately 1,044,000 restricted stock units (“RSUs”) to certain management and employees under the 2017 Plan. These awards generally vest over a three-year period and, upon vesting, convert one-for-one to Chemours’ common stock. The fair value of all stock-settled RSUs is based on the market price of the underlying common stock at the grant date.

 

The Company recorded $6 and $3 in stock-based compensation expense specific to its RSUs for the three months ended March 31, 2026 and 2025, respectively. At March 31, 2026, approximately 2,159,000 remained non-vested.

Performance Share Units

 

On March 2, 2026, Chemours granted approximately 373,000 performance share units (“PSUs”) to key senior management employees under the 2017 Plan. Upon vesting, these awards convert one-for-one to Chemours’ common stock if specified performance goals, including certain market-based conditions, are met over the three-year performance period specified in the grant, subject to exceptions through the vesting period of three years. Each grantee is granted a target award of PSUs, and may earn between 0% and 200% of the target amount depending on the Company’s performance against stated performance goals.

 

A portion of the fair value of PSUs was estimated at the grant date based on the probability of satisfying the market-based conditions associated with the PSUs using a Monte Carlo valuation method, which assesses probabilities of various outcomes of market conditions. The other portion of the fair value of the PSUs is based on the fair market value of the Company’s stock at the grant date, regardless of whether the market-based conditions are satisfied.

 

 

 

Three Months Ended March 31, 2026

 

Risk-free interest rate

 

 

3.46

%

Forecast period (years)

 

 

2.83

 

Volatility

 

 

59.60

%

Dividend yield

 

 

0

%

Fair value per performance share unit (1)

 

$

27.78

 

(1)
Represents the grant date fair value as of March 2, 2026.

 

The Company recorded stock-based compensation expense of less than $1 for each of the three months ended March 31, 2026 and 2025, based on its assessment of Company performance relative to award-based financial objectives. At March 31, 2026, approximately 635,000 PSUs at 100% of the target amount remained non-vested.

 

Performance Stock Options

 

There were no performance stock options ("PSOs") granted during the three months ended March 31, 2026.

 

The Company recorded less than $1 in stock-based compensation expense specific to its PSOs for each of the three months ended March 31, 2026 and 2025.